11.0 Affiliate Business Transferability

11.1 Acquisition of Other Affiliate Business

a) Any Affiliate desiring to acquire an interest in another
Affiliate's business must first terminate his or her Affiliate status and wait
three (3) months before becoming eligible for such a purchase.

b) All such transactions must be fully disclosed and must be
approved by MathiPay Exchange in advance.

11.2 Transfers of
Affiliates

a) Except as expressly set forth herein, Affiliate may not sell,
assign or otherwise transfer his or her Affiliate entity (or rights thereof) to
another Affiliate or to an individual which has an interest in Affiliate
entity.

b) Notwithstanding the foregoing, Affiliate may transfer his or
her Affiliate entity to his or her sponsor, subject to the conditions of
Section 5.03. In such an event, the sponsor's entity and the transferring
Affiliates entity shall be merged into one entity.

11.3 Conditions to
Transferability

a) Affiliates may not sell, assign, merge or transfer his or her
Affiliate entity (or rights thereto) without the prior written approval of MathiPay
Exchange and com­pliance with the following conditions:

i) MathiPay Exchange possesses the right of first refusal with
respect to any sale, assign­ment, transfer or merger of any Affiliate entity.
Affiliate wishing to sell, assign, transfer or merge his or her Affiliate
entity must first provide MathiPay Exchange with the right and option to make
such a purchase or receive such transfer in writing on the same terms and
conditions as any outstanding or intended offer.

ii) MathiPay Exchange will advise the Affiliate within ten (10)
business days after re­ceipt of such notice of its decision to accept or reject
the offer.

iii) If MathiPay Exchange fails to respond within the ten (10)
day period or declines such offer, the Affiliate may make the same offer or accept
any outstanding offer which is on the same terms and conditions as the offer to
MathiPay Exchange to any person or entity who is not Affiliate, married to, or
a dependent of Affiliate or who has any interest in Affiliate;

b) The selling Affiliate must provide MathiPay Exchange with a
copy of all documents which detail the transfer, including, without limitation,
the name of the pur­chaser, the purchase price and terms of purchase and
payment;

d) The documents must contain a covenant made by the selling
Affiliate for the benefit of the proposed purchaser not to compete with the
purchaser or attempt to divert or sponsor any existing Affiliate for a pe­riod
of one (1) year from the date of the sale or transfer;

e) Upon a sale, transfer or assignment being approved in writing
by MathiPay Exchange, the buying Affiliate must assume the position and terms
of agreement of the selling Affiliate and must execute a current Agreement and
all such other documents as required by MathiPay Exchange; and

f) MathiPay Exchange reserves the right, at its sole discretion,
to stipulate additional terms and conditions prior to approval of any proposed
sale or transfer.

g) MathiPay Exchange re­serves the right to disapprove any sale
or transfer, where allowed by law.

12.0 Circumvention of
Policies

12.1 If it is determined, at MathiPay Exchange's sole
discretion, that Affiliate entity was transferred in an effort to circumvent
compliance with the Agreement, the Policies and Procedures, Terms and
Conditions or the Compensation Plan, the transfer will be de­clared null and
void.

12.2 If the transfer
is declared null and void as stipulated in section 12.1 above, Affiliate entity
will revert back to the transfer­ring Affiliate, who will be treated as if the
transfer had never occurred from the reversion day forward. If necessary and at
MathiPay Exchange's sole discretion, ap­propriate action, including, without
limitation, termination, may be taken against the transferring Affiliate to
ensure compliance with the Policies and Procedures and Terms and Conditions.

13.0 Succession

13.1 Notwithstanding any other provision of this Section, upon
the death of Affiliate, the Affiliateship will pass to his or her successors in
interest as provided by law.

13.2 However, in regards of the preceding article in section
13.1 above, MathiPay Exchange will not recognize such a trans­fer until the
successor in interest has executed a current Agreement and submitted certified
copies of the death certificate, will, trust or other instru­ment required by MathiPay
Exchange.

13.3 Having successfully completed the formalities in section
13.2 above, the successor will thereafter be entitled to all the rights and be
subject to all the obligations of a MathiPay Exchange Affiliate.

14.0 Re-entry

14.1 Any Affiliate who transfers his or her Affiliateship must
wait for three (3) months after the effective date of such transfer before
becoming eligible to reapply to become an Affiliate.

15.0 Proprietary
Information

15.1 Confidentiality
Agreement

a) During the term of the Agreement, MathiPay Exchange may
supply to Affiliates con­fidential information, including, but not limited to
genealogical and downline reports, customer lists, customer information
developed by MathiPay Exchange or devel­oped for and on behalf of MathiPay
Exchange by Affiliates (including, but not limited to, credit data, customer
and Affiliate profiles and product purchase infor­mation), Affiliate lists,
manufacturer and supplier information, business reports, commission or sales
reports and such other financial and business information which MathiPay
Exchange may designate as confidential.

b) All such information (whether in written or electronic
format) in section 15.1(a) above is proprietary and confidential to MathiPay
Exchange and is transmitted to Affiliates in strictest confidence on a “need to
know” basis for use solely in Affiliates business with MathiPay Exchange.

c) Affiliates must use their best efforts to keep such
information in section 15.1(a) confidential and must not dis­close any such
information to any third party, or use this information for any non MathiPay
Exchange activity directly or indirectly while Affiliate and thereafter.

d) Affiliates must not use the information stated in section
15.1(a) to compete with MathiPay Exchange or for any purpose other than
promoting MathiPay Exchange's program and its products and services. Upon
expiration, non-renewal or termination of the Agreement, Affiliates must
discontinue the use of such confidential information and promptly return any
confidential information in their possession to MathiPay Exchange.

15.2 Copyright
Restrictions

a) With respect to product purchases from MathiPay Exchange,
Affiliates must abide by all manufacturers' use restrictions and copyright
protections.

15.3 Vendor
Confidentiality

a) MathiPay Exchange's business relationships with its vendors,
manufacturers and suppli­ers are confidential. Affiliates must not contact,
directly or indirectly, or speak to, or communicate with any supplier or
manufacturer of MathiPay Exchange except at MathiPay Exchange sponsored events
at which the supplier or manufacturer is present at the request of MathiPay
Exchange.

16.0 Trademarks,
Literature & Advertising

16.1 Trademarks

a) Companies name trademarks, service marks and copyrighted
materials are owned by the MathiPay Exchange. The use of such marks and
materials must be in strict compli­ance with these Policies and Procedures.

16.2 Advertising &
Promotional Materials

a) Only the promotional and advertising materials produced by MathiPay
Exchange or ap­proved in advance in writing by MathiPay Exchange may be used to
advertise or promote Affiliate's business or to sell products and services of MathiPay
Exchange.

b) MathiPay Exchange's litera­ture and materials may not be
duplicated or reprinted without the prior written permission.

16.3 Use of MathiPay
Exchange Name

a) Affiliates may use the name of MathiPay Exchange only in the
following format: “Affiliate for MathiPay Exchange”.

16.4 Stationery &
Business Cards

a) Affiliates are not permitted to “create” their own
stationery, business cards or letterhead graphics, if MathiPay Exchange's trade
name or trademarks are used. Only the approved MathiPay Exchange's graphics
version and wording are permitted; letterhead, envelopes and business cards
must be ordered using the online stationery order form.

16.5 Electronic
Advertising

a) Affiliates may not advertise or promote their Affiliate
business or MathiPay Exchange's business, products or marketing plan or use MathiPay
Exchange's name in any elec­tronic media or transmission, including on the
Internet via web sites or oth­erwise, without the prior written approval of MathiPay
Exchange's legal department.

16.6 Telephone Listing

a) Affiliates are not permitted to use MathiPay Exchange's trade
name in advertising their telephone and telecopy numbers in the white or yellow
page sections of the telephone book.

b) Affiliates are not permitted to list their telephone num­bers
under MathiPay Exchange's trade name without first obtaining MathiPay Exchange's
prior written ap­proval. If approval is granted for an “800” listing, it must
be stated in the following manner: “Affiliate for MathiPay Exchange”.

16.7 Telephone
Answering

a) Affiliates may not answer the telephone by saying “MathiPay
Exchange,” or in any other manner that would lead the caller to believe that he
or she has reached the offices of the MathiPay Exchange.

16.8 Imprinted Checks

a) Affiliates are not permitted to use MathiPay Exchange trade
name or any of its trade­marks or service marks on their business or personal
checking accounts.

16.9 Media Interviews

a) Affiliates are prohibited from granting radio, television,
newspaper tab­loid or magazine interviews or using public appearances, public
speaking engagements, or making any type of statement to the public media to
pub­licize the MathiPay Exchange, its products or MathiPay Exchange businesses,
without the express prior written approval of MathiPay Exchange.

b) All media inquiries should be in writing and referred to MathiPay
Exchange's corporate office, legal department.

17.0 Endorsements

a) No endorsements by a MathiPay Exchange officer or
administrator or third party may be asserted, except as expressly communicated
in MathiPay Exchange literature and com­munications.

b) Federal and state regulatory agencies do not approve or en­dorse
direct selling programs. Therefore, Affiliates may not represent or imply,
directly or indirectly, that MathiPay Exchange's programs, products or services
have been approved or endorsed by any governmental agency.

17.1 Recordings

a) Affiliates may not produce or reproduce for sale or personal
use prod­ucts sold by MathiPay Exchange or any MathiPay Exchange produced
literature, audio or video material, pre­sentations, events or speeches,
including conference calls.

a) Affiliates may not repackage products or materials of MathiPay
Exchange.

17.3 Independent Communications

a) Affiliates, as Independent Contractors, are encouraged to
distribute information and direction to their respective downlines. However
Affiliates must identify and distinguish between personal communications and
the official communications of MathiPay Exchange.